Risk Disclosures

You should read each of these Risk Disclosures carefully before deciding to purchase the Tokens.

Risk of Losing Access to $TUPL Due to Wallet Incompatibility

A valid Ethereum address from an ERC native token-compatible wallet is required to receive your $TUPL. Non-compatible wallet addresses will not be accepted. In addition, the Ethereum address used must not be associated with a third-party exchange or service that has custody over the private key. You must own the private key if your address is an exchange address.

Risks Associated with the Ethereum Blockchain

$TUPL operates on the Ethereum blockchain. Any malfunction, unintended function, unexpected functioning, or attack on the Ethereum blockchain may cause the Tuptalk platform or $TUPL to malfunction or behave unexpectedly. Ethereum may be targeted by malicious attacks aiming to exploit weaknesses in the software, potentially resulting in the loss or theft of $TUPL. Examples include double-spend attacks, 51% attacks, or other security threats, which could adversely affect the Tuptalk platform and the utility of $TUPL.

Risks Associated with Purchaser Credentials

Any third party that gains access to or learns of your wallet credentials or private keys may control your $TUPL. To minimize this risk, you should safeguard against unauthorized access to your electronic devices. Best practices dictate safely storing private keys in backup locations geographically separate from the working location. Additionally, providing us with the correct token receipt address is your responsibility. We are not liable for any loss of $TUPL if you provide an incorrect token receipt address.

Governance Rights Are Subject to Certain Limitations

The Tokens only confer governance rights regarding certain matters related to the Tuptalk platform and are subject to limitations. They provide no governance rights with respect to Tuptalk itself or its affiliates. Tuptalk platform is not required to implement any proposal that poses an unreasonable risk of violating legal requirements or security risks, as defined in the Tuptalk bylaws or community guidelines.

Tokens Provide No Rights Beyond Governance

The Tokens are solely for governance of the Tuptalk platform. Token holders have no economic or other rights concerning the Tuptalk platform. Accordingly, you should have no expectation of profit from the success or failure of $TUPL, the Tuptalk platform, or the Tuptalk. Purchasing the Tokens should be based solely on a desire to participate in governance, not on any specific rights or features.

Risk of Insufficient Participation in Governance

Token holder governance requires a minimum quorum of 1% of the total votable Token supply for proposals to be effective. Insufficient participation may render proposals ineffective, even if enacted. The Token Sale does not require a minimum number of Tokens to be purchased.

Risk of Declining Interest in Governance

Interest in participating in governance through the Tokens may decline over time due to limited participation, dissatisfaction with governance decisions, or other reasons. Your decision to purchase the Tokens should not be based on expectations of increasing value or sustained interest.

Risk of Changes to Governance Rights

Token holder proposals may lead to changes in the governance rights of the Tuptalk platform. The Tuptalk platform is not responsible for such changes.

Risk of Larger Holders Influencing Governance Decisions

All $TUPL have equal voting power, but no wallet may vote more than 1% of the total Token supply. Despite these restrictions, coordinated efforts by holders may exceed the threshold. This could lead to larger stakeholders exerting undue influence on governance decisions.

Dependence on Third Parties for Governance Functionality

Participation in governance requires access to third-party services, such as forums and voting platforms. If these services become unavailable, your ability to participate in governance may be limited or interrupted.

Risks and Uncertainty of Classification of Digital Assets

Regulation of tokens, cryptocurrencies, blockchain technologies, and exchanges is rapidly evolving and uncertain. Future laws or regulations may adversely impact $TUPL and the Tuptalk platform. If $TUPL were deemed securities, additional restrictions may apply, affecting their use and resale.

Risks from Taxation

The tax treatment of $TUPL is uncertain. You should seek professional tax advice regarding acquisition, storage, transfer, and use of $TUPL, as adverse tax consequences may apply.

Risk of Malfunction or Security Weaknesses

The Tuptalk platform may experience malfunctions or vulnerabilities, including service attacks or bugs. Such issues could result in loss of Tokens or inability to participate in governance.

Risk of Advancements in Cryptography

Breakthroughs in cryptography, such as quantum computing, could render the Ethereum blockchain or $TUPL’s cryptographic mechanisms ineffective, potentially compromising Token security and utility.

$TUPL Are Nontransferable

$TUPL are non-transferable and cannot be resold. Do not purchase $TUPL as an investment or with the expectation of resale or profit. $TUPL may be traded and sold on exchanges once the presale has concluded.

Risk of Additional Token Issuances

The Tuptalk reserves the right to issue other tokens in the future with different features or functionality, which may affect the utility or governance of $TUPL.

Risk of Unknowable or Unfavorable Regulatory Development

Future regulatory developments could adversely affect the adoption and utility of $TUPL and the Tuptalk platform. This includes domestic or international actions that impose additional restrictions on token functionality or governance.

Risk of Security Weaknesses in Core Infrastructure

The Tuptalk platform relies on open-source and proprietary software, which may contain vulnerabilities. Such vulnerabilities could harm the Protocol’s reputation, reduce user activity, or lead to significant disruptions.

Risks Associated with Data Privacy Laws

Data protection laws may affect the Tuptalk platform’s operations. Breaches in data security could harm the Protocol’s reputation, leading to reduced user confidence and utility.

Risks of Indemnity Obligations

The Tuptalk platform’s indemnity obligations may adversely impact its financial stability. The governing documents of the Tuptalk limit liability for directors and officers but require indemnification under certain circumstances.

Risk of Loss of Key Personnel

The success of the Tuptalk platform depends on key individuals. Loss of these individuals could negatively impact operations, governance, and the overall success.

Unanticipated Risks

As cryptographic tokens are a nascent technology, unforeseen risks may emerge, including combinations of known risks or entirely new threats.

Disclosures About Risks Related to the Tuptalk platform

You should not purchase Tokens based on expectations about the success, features, or functionality of the Tuptalk platform. If these expectations motivate your decision, you should refrain from purchasing Tokens.

The Tuptalk platform’s features are subject to change, and unforeseen circumstances may arise. The Tuptalk will determine the scope and implementation of changes to the platform’s functionality and governance. Third-party dependencies and regulatory uncertainties may impact the platform’s success.

The platform’s long-term viability is not guaranteed, and potential risks include operational challenges, reputational harm, and regulatory constraints. Your purchase of $TUPL should reflect a desire to participate in governance without expectation of financial gain.